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The FTC’s Challenge of Red Ventures–Bankrate: Antitrust Risks in Deals Backed by Private Equity Minority Shareholders

Jessica Delbaum et al., Shearman & Sterling Publications, November 2017

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On November 3, 2017, the Federal Trade Commission filed a complaint challenging Red Ventures’ proposed acquisition of Bankrate. The FTC alleged that the deal likely would have lessened competition in the market for third-party paid referral services for senior living facilities—even though Red Ventures was not itself present in that market—since two of Red Ventures’ large private equity shareholders jointly own the closest competitor to Bankrate’s Caring.com. To remedy the FTC’s concerns, Red Ventures agreed to divest Caring.com. This is a cautionary reminder that (1) private-equity-backed merging parties must consider the portfolio companies of their shareholders when assessing the antitrust risks of a merger, and (2) the U.S. antitrust agencies can and will examine competition concerns stemming from minority shareholdings.

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